Sec Form 4 Filing - Ponton Brett @ TERMINIX GLOBAL HOLDINGS INC - 2022-10-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Ponton Brett 2. Issuer Name and Ticker or Trading Symbol TERMINIX GLOBAL HOLDINGS INC [ TMX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 150 PEABODY PLACE 3. Date of Earliest Transaction (MM/DD/YY) 10/12/2022 (Street) MEMPHIS, TN38103-3720 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/12/2022 D 12,914( 1 )( 2 ) D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Options $ 45.96 10/12/2022 D 19,967 ( 3 ) 03/03/2029 Common Stock 19,967 $ 0 0 D Employee Stock Options $ 45.96 10/12/2022 D 39,934 ( 4 ) 03/03/2029 Common Stock 39,934 ( 4 ) 0 D Employee Stock Options $ 40.67 10/12/2022 D 14,762 ( 3 ) 09/15/2028 Common Stock 14,762 $ 0 0 D Employee Stock Options $ 40.67 10/12/2022 D 7,380 ( 4 ) 09/15/2028 Common Stock 7,380 ( 4 ) 0 D Restricted Stock Units ( 5 ) 10/12/2022 D 55,978 ( 5 ) ( 5 ) Common Stock 55,978 ( 5 ) 0 D Performance-based Restricted Stock Units ( 6 )( 7 ) 10/12/2022 A 19,477 10/12/2022 10/12/2022 Common Stock 19,477 $ 0 19,477 D Performance-based Restricted Stock Units ( 6 )( 7 ) 10/12/2022 A 34,473 10/12/2022 10/12/2022 Common Stock 34,473 $ 0 53,950 D Performance-based Restricted Stock Units ( 6 )( 7 ) 10/12/2022 A 28,331 10/12/2022 10/12/2022 Common Stock 28,331 $ 0 82,281 D Performance-based Restricted Stock Units ( 6 )( 7 ) 10/12/2022 D 82,281 10/12/2022 10/12/2022 Common Stock 82,281 ( 6 )( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ponton Brett 150 PEABODY PLACE MEMPHIS, TN38103-3720 X CEO Signatures /s/ Dirk R. Gardner, Attorney In Fact for Brett Ponton 10/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Terminix Global Holdings, Inc. ("Terminix") common stock disposed of in connection with the Agreement and Plan of Merger, dated as of December 13, 2021, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 14, 2022 (the "Merger Agreement"), by and among Terminix, Rentokil Initial plc ("Rentokil Initial") and certain of Rentokil Initial's subsidiaries. In accordance with the Merger Agreement, at the First Effective Time (as defined in the Merger Agreement), ( 2 )each share of Terminix common stock (other than certain excluded shares as described in the Merger Agreement) was converted into the right to receive at the prior election of the holder, either: (x) 1.4899 American depositary shares of Rentokil Initial ("Rentokil Initial ADSs"); or (y) $34.57 in cash and 0.1447 Rentokil Initial ADSs. Each outstanding Terminix director deferred share equivalent ("Terminix DSE") was converted into an amount in cash of $38.29, and otherwise was paid on the same terms and conditions as applicable under the Terminix DSE award agreement. ( 3 )Each outstanding Terminix option then vested was converted into the right to receive an amount in cash of $38.29, less the applicable exercise price. As the exercise price exceeded the cash consideration, the Terminix options were cancelled for no consideration. ( 4 )Each outstanding Terminix option not vested was assumed by Rentokil Initial and converted into Rentokil Initial options pursuant to the terms of the Merger Agreement. ( 5 )Each outstanding Terminix equity award that was not then vested was assumed by Rentokil Initial and (a) for Terminix time-vesting restricted stock units, each such award was converted into a number of time-vesting restricted stock units; and (b) otherwise will continue to vest and be settled on the same terms and conditions as applicable to the Terminix awards prior to the consummation of the transaction (except that, consistent with the Terminix equity plan, such unvested converted awards will fully vest upon a qualifying termination of employment occurring after the consummation of the transaction). The Terminix time-vesting restricted stock units were converted into Rentokil Initial restricted stock units pursuant to the terms of the Merger Agreement. ( 6 )Each outstanding Terminix equity award that was not then vested was assumed by Rentokil Initial and (a) (i) for Terminix performance-based restricted stock units ("Terminix PSUs") granted prior to the date of the Merger Agreement, each such award was converted into a number of restricted stock units subject to time-vesting, calculated based on the greater of the actual level of performance metric achievement applicable to the Terminix PSUs or target performa nce achievement, as determined by the Terminix board of directors and ( 7 )(ii) for Terminix PSUs granted after the date of the Merger Agreement, each such award was converted into a number of performance-based restricted stock units, calculated based on target performance achievement; and (b) otherwise will continue to vest and be settled on the same terms and conditions as applicable to the Terminix awards prior to the consummation of the transaction (except that, consistent with the Terminix equity plan, such unvested converted awards will fully vest upon a qualifying termination of employment occurring after the consummation of the transaction). The Terminix PSUs were converted into time-vesting Rentokil Initial restricted stock units and Rentokil Initial performance-based restricted stock units pursuant to the terms of the Merger Agreement.

Remarks: In connection with the transaction, the reporting person ceased to be a Section 16 reporting person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.